UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934
Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934
Date of report (Date of earliest event
reported) May 7,
2010
| PHOTRONICS, INC. | ||
| (Exact name of registrant as specified in its charter) |
| Connecticut | 0-15451 | 06-0854886 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification Number) |
| 15 Secor Road, Brookfield, CT | 06804 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, including area code (203) 775-9000
| (Former name or former address, if changed since last report) |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|
o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
|
o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.02 | Entry into Material Definitive Agreement | |
| On May 7, 2010, the Company entered into Amendment No. 1 to the Amended and Restated Credit Agreement by and among Photronics, Inc., the Foreign Subsidiary Borrowers from time to time parties thereto, the institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A. in its capacity as Administrative Agent for itself and the other lenders and as Collateral Agent and RBS Citizens, National Association as Syndication Agent (the “Credit Agreement”). Amendment No. 1 expands the facility to $65 million from $50 million. In addition to JPMorgan Chase Bank, N.A. and RBS Citizens, National Association; TD Bank, N.A. has now joined the facility. |
| Item 9.01 | Financial Statements and Exhibits | |||
| (d) Exhibits 99.1 | Amendment No. 1 to the Amended and Restated Credit Agreement dated as of May 7, 2010. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| PHOTRONICS, INC. |
| (Registrant) |
| DATE: | May 7, 2010 | BY | /s/ Richelle E. Burr | |||
| Richelle E. Burr | ||||||
| Vice President, General Counsel | ||||||
| PHOTRONICS, INC. | ||||||
EXECUTION COPY
AMENDMENT NO. 1
Dated as
of May 7, 2010
to
AMENDED
AND RESTATED CREDIT AGREEMENT
Dated as
of February 12, 2010
THIS AMENDMENT NO. 1
(“Amendment”) is made as of May 7, 2010 by and among
Photronics, Inc. (the “Company”), the financial institutions listed on the
signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent
(in such capacity, the “Administrative
Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), under that certain Amended and Restated
Credit Agreement dated as of February 12, 2010 by and among the Company, the
Lenders and the Administrative Agent (as may be further amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings given to them in the
Credit Agreement.
WHEREAS, the Company
has requested that the Lenders, the Administrative Agent and the Collateral
Agent agree to certain amendments to the Credit Agreement;
WHEREAS, the Lenders
party hereto, the Administrative Agent and the Collateral Agent have agreed to
such amendments on the terms and conditions set forth herein;
NOW, THEREFORE, in
consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, the Lenders party
hereto, the Administrative Agent and the Collateral Agent have agreed to enter
into this Amendment.
1. Amendments to Credit
Agreement. Effective as of
the date of satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended
as follows:
(a) TD Bank, N.A. (the “New Lender”) is entering into this Amendment and the
Credit Agreement as a new Lender thereunder. Upon the effectiveness hereof, the
New Lender shall constitute a “Lender” for all purposes under the Credit
Agreement and the other Loan Documents and shall be subject to the terms and
conditions thereof.
(b) Section 2.20 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
SECTION 2.20. [Intentionally Omitted]
(c) Schedule 2.01 to the Credit Agreement is deleted in its
entirety and replaced with Schedule 2.01 attached hereto as Annex A, and the Commitments of the Lenders are
amended and restated as set forth thereon. The Borrower hereby agrees to
compensate each Lender for any and all losses, costs and expenses incurred by
such Lender in connection with the sale and assignment of any Eurocurrency Loans
and the reallocation described in Section 2(a) below, in each case on the terms
and in the manner set forth in Section 2.16 of the Credit
Agreement.
2. Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the conditions precedent that (a) the Administrative Agent and the
Lenders shall have administered the reallocation and assignment of the aggregate
Revolving Credit Exposures among the Lenders such that after giving effect to
the amendments to the Commitments pursuant hereto, each Lender’s Applicable
Percentage of the aggregate Revolving Credit Exposures is equal to such Lender’s
Applicable Percentage of the Aggregate Commitment and (b) the Administrative
Agent shall have received counterparts of this Amendment duly executed by the
Company, the Required Lenders, the New Lender and the Administrative Agent and
the Consent and Reaffirmation attached hereto duly executed by the Subsidiary
Guarantors.
3. Representations and Warranties of the Company
and Acknowledgements and Confirmations. The Company hereby represents and warrants
as follows:
(a) This Amendment and the Credit Agreement, as amended hereby, constitute
legal, valid and binding obligations of the Company and are enforceable against
the Company in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.
(b) As of the date hereof and giving effect to the terms of this Amendment,
(i) no Default shall have occurred and be continuing and (ii) the
representations and warranties of the Company set forth in the Credit Agreement,
as amended hereby, are true and correct as of the date hereof.
4. Reference to and Effect on the Credit
Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in
the Credit Agreement or any other Loan Document shall mean and be a reference to
the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection
therewith shall remain in full force and effect and are hereby ratified and
confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Administrative Agent or
the Lenders, nor constitute a waiver of any provision of the Credit Agreement or
any other documents, instruments and agreements executed and/or delivered in
connection therewith.
5. Governing Law. This Amendment shall be construed in
accordance with and governed by the law of the State of New York.
6. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
2
7. Counterparts. This Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Signatures delivered by facsimile or PDF shall have the same force
and effect as manual signatures delivered in person.
[Signature Pages Follow]
3
IN WITNESS WHEREOF,
this Amendment has been duly executed as of the day and year first above
written.
| PHOTRONICS, INC., | |||
| as the Company | |||
| By: | |||
| Name: | |||
| Title: | |||
Signature Page to Amendment No. 1
Photronics, Inc.
Amended
and Restated Credit Agreement dated as of February 12, 2010
| JPMORGAN CHASE BANK, N.A., individually as a Lender | |||
| and as Administrative Agent | |||
| By: | |||
| Name: | |||
| Title: | |||
Signature Page to Amendment No. 1
Photronics, Inc.
Amended
and Restated Credit Agreement dated as of February 12, 2010
| RBS CITIZENS, NATIONAL ASSOCIATION, | |||
| as a Lender | |||
| By: | |||
| Name: | |||
| Title: | |||
Signature Page to Amendment No. 1
Photronics, Inc.
Amended
and Restated Credit Agreement dated as of February 12, 2010
| TD BANK, N.A., | |||
| as a Lender | |||
| By: | |||
| Name: | |||
| Title: | |||
Signature Page to Amendment No. 1
Photronics, Inc.
Amended
and Restated Credit Agreement dated as of February 12, 2010
ANNEX A
SCHEDULE
2.01
COMMITMENTS
| LENDER | COMMITMENT |
| JPMORGAN CHASE BANK, N.A. | $22,500,000 |
| RBS CITIZENS, NATIONAL ASSOCIATION | $22,500,000 |
| TD BANK, N.A. | $20,000,000 |
| AGGREGATE COMMITMENT | $65,000,000 |